What changed in this filing

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Item 1A. Risk Factors

2023-03-27 compared with 2022-02-23 · 77 added, 75 removed, 200 unchanged (43% of the section changed)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this annual report on Form 10-K

concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act.

Our disclosure and analysis in this annual report on Form 10-K concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements.

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We are subject to social and natural catastrophic events that are beyond our control, such as health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our business and may continue to materially and adversely affect our results of operations, liquidity and financial condition.

pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S.

and international debt and equity markets.

In 2020, we were impacted by deteriorating general economic conditions resulting from the COVID-19

pandemic that caused a downturn in the advertising industry.

In 2020, we were impacted by deteriorating general economic conditions resulting from the COVID-19 pandemic that caused a downturn in the advertising industry.

The decreased demand for advertising materially negatively impacted our results of operations, liquidity and financial condition.

The extent to which the COVID-19

pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as:

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as:

the length and severity of the pandemic;

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the timing, availability, effectiveness and adoption rates of vaccines and treatments;

and the overall impact of the COVID-19

pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.

The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.

As a result of inflation, we have experienced and may continue to experience, cost increases.

Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected.

Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

Index to Financial Statements

The radio broadcasting industry faces many unpredictable business risks and is sensitive to external economic forces that could have a material adverse effect on our advertising revenues and results of operations.

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shifts in population, demographics or audience preferences;

increased competition for advertising revenues with other radio stations, broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising;

increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising;

increased competition for advertising revenues from Amazon, Apple, Facebook and Google;

changes in government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, United States Department of Justice, and the Federal Trade Commission.

changes in government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission.

The main source of our revenue is the sale of advertising.

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Such variations could have a material effect on the timing of our cash flows.

In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups.

This political spending typically is heaviest during the fourth quarter of such years.

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If the economic environment does worsen, there can be no assurance that we will not experience a decline in revenues, which may negatively impact our financial condition and results of operations.

Our radio stations may not be able to compete effectively in their respective markets for advertising revenues, which could adversely affect our revenue and cash flows.

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Our stations may not be able to compete effectively in their respective markets for advertising revenues, which could adversely affect our revenue and cash flows.

We operate in a highly competitive business.

A decline in our audience share or advertising rates in a particular market may cause a decline in the revenue and cash flows of our stations located in that market.

Our radio stations compete for audiences and advertising revenues within their respective markets directly with other radio stations, as well as with other media platforms and companies selling digital advertising.

These other media platforms include broadcast and cable television, over-the-top

streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising.

Our stations compete for audiences and advertising revenues within their respective markets directly with other stations, as well as with other media platforms and companies selling digital advertising.

These other media platforms include broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising.

Our radio stations also compete for audiences and advertising revenues within their respective markets directly with Amazon, Apple, Facebook and Google.

Our radio stations could suffer a reduction in audience ratings or advertising revenue and could incur increased promotional and other expenses if:

another radio station in a market was to convert its programming to a format similar to, and thereby compete more directly with, one of our radio stations;

a new radio station was to adopt a comparable format or if an existing competitor were to improve its audience share;

Our stations could suffer a reduction in audience ratings or advertising revenue and could incur increased promotional and other expenses if:

another station in a market was to convert its programming to a format similar to, and thereby compete more directly with, one of our stations;

a new station was to adopt a comparable format or if an existing competitor were to improve its audience share;

a current or new advertising alternative increased its share of local or national advertising revenue.

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These companies may be larger and have more financial resources than we have.

As a result, our radio stations may not be able to maintain or increase their current audience ratings and advertising revenues.

Further, advertising revenue may vary from even- to odd-numbered

years based on the volatility and unpredictability of political advertising revenue.

Political advertising revenue from elections, which is generally greater in even-numbered years when deferral elections occur, has the potential to create fluctuations in our operating results on a year-to-year

As a result, our stations may not be able to maintain or increase their current audience ratings and advertising revenues.

Further, advertising revenue may vary from even- to odd-numbered years based on the volatility and unpredictability of political advertising revenue.

In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of particular races within each local market.

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In addition, although we have access to certain content provided by our other businesses, we may be required to make substantial payments to license such content.

Many of our content arrangements with third parties are non-exclusive,

so competitors may be able to offer similar or identical content.

Many of our content arrangements with third parties are non-exclusive, so competitors may be able to offer similar or identical content.

If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our digital department, we may not be able to attract and increase the engagement of digital consumers on our digital properties.

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If we cannot continue to develop and improve our advertising products and services, or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.

Our success is dependent upon audience acceptance of our content, particularly our radio programs, which is difficult to predict.

Media and radio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which are difficult to predict.

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Our success is dependent upon audience acceptance of our content, particularly our audio programs, which is difficult to predict.

Media and audio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or a audio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which are difficult to predict.

The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which are difficult to predict.

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HD Radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;

low power FM radio stations, which are non-commercial

FM radio broadcast outlets that serve small, localized areas;

low power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas;

portable digital devices and systems that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements;

vehicles equipped with internet connectivity that increase the number of audio and video platforms available in vehicles (e.g., ATSC 3.0 technology).

vehicles equipped with dashboards that provide internet connectivity that increase the number of audio and video platforms available in vehicles (e.g., ATSC 3.0 technology) or that eliminate certain older technologies such as AM radio.

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These and other new technologies have the potential to change the means by which advertisers can reach target audiences most effectively.

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Such new media and technology has resulted in increased fragmentation in the advertising market, and we cannot predict the effect, if any, that additional competition arising from new technologies may have across our business or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to these new media technologies or distribution platforms.

The continuing growth and evolution of channels and platforms has increased our challenges in differentiating ourselves from other media platforms.

The continuing growth and evolution of channels and platforms have increased our challenges in differentiating ourselves from other media platforms.

We continually seek to develop and enhance our content offerings and distribution platforms/methodologies.

Failure to effectively execute these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our competitors and, as a result, have adverse effects across our business.

We are dependent on federally issued licenses to operate our radio stations and are subject to extensive federal regulation.

We are dependent on federally issued licenses to operate our stations and are subject to extensive federal regulation.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act.

We are required to obtain licenses from the FCC to operate our radio stations.

We are required to obtain licenses from the FCC to operate our stations.

Our business depends upon maintaining our broadcast licenses, which are issued by the FCC for a term of eight years and are renewable.

Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will be for full eight-year terms or will not include conditions or qualifications that could adversely affect our operations.

The non-renewal,

or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us.

A renewal cycle for radio station licenses began in June 2019 and will conclude in April 2022.

We must comply with extensive FCC regulations and policies regarding the ownership and operation of our radio stations.

FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions, and in certain circumstances, could require us to divest one or more radio stations.

The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us.

All our station licenses were renewed for full eight-year terms in the most recent renewal cycle, which concluded in August 2022.

We must comply with extensive FCC regulations and policies regarding the ownership and operation of our stations.

Online music services such as Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC;

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Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively affect the operation of our stations.

If the FCC relaxes certain technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on us.

In addition, the FCC has recently increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air

announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring all radio stations to maintain online public inspection files hosted on an FCC database that is easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS codes or simulations thereof in the absence of an actual emergency or authorized test.

If the FCC relaxes certain technical requirements, it could impair the signals transmitted by our stations and could have a material adverse effect on us.

In addition, the FCC has recently increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring all radio stations to maintain online public inspection files hosted on an FCC database that is easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS tones or simulations thereof in the absence of an actual emergency or authorized test.

Moreover, these FCC regulations and others may change over time, and we cannot assure you that those changes would not have a material adverse effect on us.

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If the FCC requires any FM translator station that we operate to modify its facilities to eliminate interference caused to another station or to cease broadcasting, it could materially impair the operations of the station that the FM translator rebroadcasts which could have a material adverse effect on us.

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Vigorous enforcement of the FCC’s indecency rules could have a material adverse effect on our business.

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The FCC has expanded the breadth of indecency regulation to include material that could be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words amounting to a nuisance.

As a result, in the event that we broadcast material falling within the expanded breadth of the FCC’s regulation, we could be subject to license revocation, renewal or qualifications proceedings, which would put the licenses that we depend on for our operations in jeopardy.

As a result, in the event that we broadcast material falling within the expanded breadth of the FCC’s regulation, we could be subject to license revocation, or renewal or qualifications proceedings, which would put the licenses that we depend on for our operations in jeopardy.

In 2007, the monetary penalties for broadcasting indecent programming increased substantially.

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In a decision issued in June 2012, the Supreme Court did not find that the FCC’s indecency standards were inconsistent with the First Amendment, which means the FCC may continue to enforce the standards.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts its review of its indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station.

Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture.

We may in the future become subject to additional inquiries or proceedings related to our radio stations’ broadcast of indecent or obscene material.

To the extent that these pending inquiries or other proceedings result in the imposition of fines, revocation of any of our radio station licenses or denials of license renewal applications, our business and results of operations could be materially adversely affected.

We may in the future become subject to additional inquiries or proceedings related to our stations’ broadcast of indecent or obscene material.

To the extent that these pending inquiries or other proceedings result in the imposition of fines, revocation of any of our station licenses or denials of license renewal applications, our business and results of operations could be materially adversely affected.

The royalties we pay to copyright owners could increase significantly, and proposed legislation could require radio broadcasters to pay royalties to record labels and recording artists.

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Increased royalty rates could significantly increase our expenses, which could adversely affect our business.

There is no guarantee that the licenses and

associated royalty rates that currently are available to us will be available to us in the future.

In addition, legislation has been previously introduced in Congress that would require radio broadcasters to pay a royalty to record labels and performing artists for use of their recorded songs.

There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.

In addition, legislation has been previously introduced in Congress that would require radio broadcasters to pay a performance royalty to record labels and performing artists for use of their recorded songs.

The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.

It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to fees, and what significance this royalty would have on our results from operations, cash flows or financial position.

We depend on selected market clusters of radio stations for a material portion of our net revenue.

The radio stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 59.2% of our net revenue in 2021.

It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position.

We depend on selected market clusters of stations for a material portion of our net revenue.

The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2022.

Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, which could adversely impact our results from operations, cash flows or financial position.

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Our outstanding accounts receivable are not covered by collateral or credit insurance.

Credit risk on our receivables is heightened during periods of uncertain economic conditions, and there can be no assurance that our procedures to monitor and limit exposure to credit risk will be effective and enable us to avoid losses, which could have a material adverse effect on our results from operations, cash flows or financial position.

Credit risk on our receivables is heightened during periods of uncertain economic conditions, and there can be no assurance that our

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procedures to monitor and limit exposure to credit risk will be effective and enable us to avoid losses, which could have a material adverse effect on our results from operations, cash flows or financial position.

We also maintain reserves to cover the uncollectibility of a portion of our accounts receivable, however, the estimate which is based on current information may differ from actual results.

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Our ability to pay regular dividends on our common stock is subject to the discretion of our Board of Directors and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.

Due to the impact of the COVID-19

pandemic, our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders.

Due to the impact of the COVID-19 pandemic, our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders.

While we intend to pay a regular quarterly cash dividend, future payments, if any, will be at the discretion of our Board of Directors.

Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the Indenture governing our Notes, as well as any future agreements.

Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the Indenture governing our Notes,

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as well as any future agreements.

The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors.

Our corporate offices and several of our radio stations are located in areas that could be affected by hurricanes.

Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and radio stations located in Boca Raton, Fort Myers, and Tampa.

These radio stations contributed 13.0% of our net revenue in 2021.

Although the 2021 hurricane season did not have a material impact on our operations, our corporate offices and our radio stations located in Florida and other radio stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations.

Our corporate offices and several of our stations are located in areas that could be affected by hurricanes.

Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in Fort Myers and Tampa.

These stations contributed 13% of our net revenue in 2022.

Although the 2022 hurricane season did not have a material impact on our operations, our corporate offices and our stations located in Florida and other stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations.

We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our hurricane-related losses.

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Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.

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Our business is dependent upon the proper functioning of our internal business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.

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Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.

We may lose key executives and other key employees, including on-air

talent, to competing radio stations or other types of media competitors.

We may lose key executives and other key employees, including on-air talent, to competing stations or other types of media competitors.

Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees.

The unique combination of skills and experience possessed by our key executives would be difficult to replace, and the loss of a key executive could impair our ability to execute our operating and acquisition strategies.

In addition, we compete for creative and performing on-air

talent with other radio stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, cable television, satellite television, the internet, podcast producers and satellite radio.

In addition, we compete for creative and performing on-air talent with other stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, digital, satellite and cable television, video streaming services, the internet, podcast producers and satellite radio.

Our ability to attract and retain key personnel is an important aspect of our competitiveness.

Our employees and other on-air

talent are subject to change and may be lost to competitors or for other reasons.

Any adverse changes in particular programs, formats or on-air

talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations.

Our success depends on our ability to identify, consummate and integrate acquired radio stations.

As part of our strategy, we have pursued, and may continue to pursue, acquisitions of additional radio stations.

Our employees and other on-air talent are subject to change and may be lost to competitors or for other reasons.

Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations.

Our success depends on our ability to identify, consummate and integrate acquired stations.

As part of our strategy, we have pursued, and may continue to pursue, acquisitions of additional stations.

Radio broadcasting is a rapidly consolidating industry with many companies seeking to consummate acquisitions and increase their market share.

In this environment, we compete with many other buyers for the acquisition of radio stations.

In this environment, we compete with many other buyers for the acquisition of stations.

Some of those competitors may be able to outbid us for acquisitions because they have greater financial resources.

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The FCC must approve any transfer of control or assignment of broadcast licenses.

In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws.

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addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws.

Any delays, injunctions, conditions or modifications by any government agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.

Our success also depends on our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto.

The process of integrating acquired radio stations may involve numerous risks, including:

The process of integrating acquired stations may involve numerous risks, including:

integrating two unique business cultures, which may prove to be incompatible;

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We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions.

The failure to identify, consummate and integrate acquired radio stations could have a material adverse effect on our financial condition, results of operations and cash flows.

The failure to identify, consummate and integrate acquired stations could have a material adverse effect on our financial condition, results of operations and cash flows.

The Beasley family controls Beasley Broadcast Group, Inc.

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Future sales by the Beasley family of our Class A common stock could adversely affect its market price.

Members of the Beasley family beneficially own the majority of all outstanding shares of Class B common stock, which is convertible to Class A common stock on a one-for-one

Members of the Beasley family beneficially own the majority of all outstanding shares of Class B common stock, which is convertible to Class A common stock on a one-for-one basis.

The market for our Class A common stock could change substantially if members of the Beasley family convert their shares of Class B common stock to shares of Class A common stock and then sell large amounts of shares of Class A common stock in the public market.

These sales, or the possibility that these sales may occur, could make it more difficult for us to raise capital by selling equity or equity-related securities in the future.

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The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A common stock.

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The FCC’s media ownership rules remain in flux and subject to further agency and court proceedings.

The FCC is required to review its media ownership rules quadrennially and to modify, repeal or retain any rules as it determines to be in the public interest.

The FCC is required to review its media ownership rules quadrennially and determine if the rules remain necessary in the public interest as a result of competition.

FCC approval for transfers of control of FCC licensees and assignments of FCC licenses are also required.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors